Ultimate Comics Spiderman genesis
by Nitro13
Summary: In an alternate timeline Peter Parker never died and the war between the new avengers and the ultimates never happened.


**Ultimate Comics: Spiderman**

**Genesis**

Prelude:

Bitten by a genetically altered spider, high school student Peter Parker was granted amazing spider-like abilities. After the murder of his beloved Uncle Ben peter learned the invaluable lesson that with great power must also come great responsibility.

**Shades of Grey**

The Triskelion: Home of the Ultimates.

Dr. Gabriel Stacy is sitting at his desk staring into a microscope that holds a sample of Norman Osborn's blood! The Doctor stares into the scope and scribbles down some notes. He looks back into it and pauses. He leans back in his chair.

"Its official…" he deducts. "Norman Osborn may be crazy, but he sure was onto something! This is the biggest breakthrough since penicillin! It's a miracle drug that keeps evolving, it keeps evolving as the body learns to adapt to it. It also provides a healing factor so the drug doesn't tear the body up on its own!"

As he writes this down the doctor gasps and falls off the chair! He strains and grunts but to no avail! He blacks out!

Hours later he wearily awakens in a hospital bed! A blonde nurse smiles at him.

"Good morning Dr. Stacy." She greets cheerfully.

"Wha… what happened?" He groggily responds.

"You had a stroke! Good thing we found you huh?"

He sits up. He sighs.

"It's normal. I suffer from Ischemia, which is a lack of blood flow, strokes are all too common." He sighs.

"I just wish there was a way that I could cure myself. Like I could heal this disea—"He stops mid-sentence.

"Heal." He repeats.

Soon Dr. Gabriel Stacy is back to his work. He proceeds to duplicate the formula that turned Norman Osborn into the Green Goblin. Finally after weeks of experimenting, he finishes the final product. All that's left is to test it. He straps the vial to a wire that feeds the serum into his veins. This mistake will cost him dearly!

The serum pumps into his veins. He smiles then his heart pounds in his chest he falls to the floor! His eyes burned yellow with red irises! His muscles bulged and his body grew!

5 Minutes later…

The Triskelion is met with an explosion! This catches the attention of a certain costumed crime fighter known to the world as The Amazing Spider-Man! He swings off to the headquarters! Upon arrival he lands just outside of the building.

"Is it me or does it seem like this thing is always exploding? I can name three times that have to do with the Triskelion and explosions!" He griped.

He swung into the building as it burned. He swung around until he found a control room that was still active. He glanced at the screens and caught a glimpse of a gargantuan creature that seemed all too familiar!

"No! Osborn!" Spiderman hissed!

He swung out and began his short lived search for Norman Osborn! He heard a grunting and dropped to the ground. He looked around until he heard the sound of a metal door being torn to shreds! He whirled around to see a large creature marching towards him!

"Hey Normy-kins! Did you miss me?" Spidey remarked.

But once the goblin came into view he realized that it wasn't Osborn! Norman Osborn was the **Green** Goblin! This crazy one looked fairly similar but had grey skin and yellow eyes instead of green and orange! He scanned this new goblin through his lenses. He wore tattered blue jeans, had bigger horns than Osborn and was grey and bulkier! Other than that he looked the same!

"You're not Osborn!" Spidey deducted.

The new goblin tried to crush Parker under his hand, but Ol' Web-Head dodged it with a single leap!

"Oh great! A new Goblin! Well Grey Goblin, are you just as crazy as you're predecessors, or are you crazier?" Spidey asked.

The Grey Goblin roared in anger and swung wildly at Spidey! But his reflexes kicked in and he dodged it! He returned the strike with a jaw shattering punch! But it didn't seem to faze **this** Goblin! The Goblin smacked him with the back of him humungous hand! Web head struck the wall with back shattering results!

His body peeled out of the imprint of the wall and flopped on the ground! He crawled to his feet. Dazed and dizzy he leaned against the wall! He grabbed his throbbing head! It ached with splitting pain. His head buzzed with danger but too little too late! The Goblin grabbed him, and smacked his body into the ground, and then it threw him at the wall once more!

He struck the metal wall! Before he could get up the Grey Goblin picked up broken scaffolding that had fallen during the explosion. Once more Spider Man's spider sense buzzed with a warning! But Peter was too weak to move! The Monster loomed over him. He brought the scaffolding down with extreme force! He continued to bludgeon Parker with the now crumpled metal shard!

Finally the Ultimates arrived! Iron Man, Captain America, Thor, Hawkeye and Black Widow! The Grey Goblin retreated by leaping out into the Ocean! He disappeared under the water! Spidey blacked out from the pain!

His weary eyes opened. He looked around. He was in a hospital room. Hooked up to a large bundle of machines and wires! He tried to move but he was met with a jolt of pain!

"Ah!" He screamed.

Suddenly Aunt May, Gwen Stacy, and Mary Jane Watson ran into the room. They all embraced Peter asking if he was okay, what happened etc. But Peter couldn't answer! He was too weak to even recall what happened! Finally Iron Man, tony Stark, entered the room.

"Parker! You're breathing!" Tony greeted.

"Tony Stark? What happened?" Peter managed to ask.

"Well, you were beat up by the Green Goblin! We found you on the verge of death!" Tony explained.

Suddenly memories of the fight flooded back into Peters mind!

"No! It wasn't Osborn! It wasn't the Green Goblin! This one was grey!" Peter replied.

"So was the Hulk!" Tony responded.

"No he was different! He wasn't Osborn!" Peter confirmed.

He tried to sit up, but couldn't! In fact he couldn't feel his back! When he tried to move it a sharp pain pierced his spine! Aunt May placed her hand on him to keep him down.

"Peter, you can't move! When they found you, your legs were fractured, and your spine was broken!" Aunt May explained!

Peter was dumbfounded! He'd never been this badly injured! This new Goblin meant business! He lied there in silence. He couldn't feel anything from his waist down, and his back was numb!

"But, how can I be Spider Man if…" His voice faltered.

"Peter…" Mary interrupted. "You **can't **Be Spider Man anymore!"

**Spider Man No More**

St. Vincent's Emergency Room 11th St and Seventh Ave,

"Peter…" Mary interrupted. "You **can't **be Spider Man!"

The room went silent. There was no sound, but the sound of the hospital.

"What?" Peter asked.

"Peter…" Mary repeated. "You can't be Spider Man! Spider Man ruins our lives! Every time you go out there, to do good, I don't know if you'll ever come back! I worry about you every time that mask comes on, I'm not sure if I'll see you breathing again!"

Mar Jane began sobbing. She wiped her glasses.

"Mary, you don't…" He began.

"Look at what happened to you Peter! You can't walk! You can't move! This happened to you because you are Spider Man! If you weren't Spider Man, than you wouldn't be like this!" Mary sobbed.

Peter couldn't say anything. He wanted to argue but couldn't! She was right! They left later, and Peter was still silent. He looked out the window at the night sky. How could he balance out his chaotic dual life like this? He could barely hold up his relationship! What now?

The next Day…

In the streets of Manhattan, Dr. Gabriel Stacy walked through the streets. He looked horrible, he had an ushaven face and dark circles under his eyes. He looked like ant going through withdrawal! He walked through the streets, his clothes were tattered and dirty. He dug through the garbage to get them since his old ones were tattered and shredded. He looked around , schizophrenic and paranoid. Finally he stopped. His hand trembled. It began to change! He hid in his pocket. Suddenly The Ultimates arrived! They dropped down from their fancy helicarrier and landed in front of Dr. Stacy!

"Dr. Gabriel Stacy?" Captain America asked.

"Y-yes." Gabriel responded.

"You are wanted for questioning about the monster that attacked the Triskelion earlier."

Dr. Stacy turned around and ran, but he was caught by Hawkeye hitting him with a stun arrow! He fell to the ground! Cap picked him up and hauled him over his shoulder. Then Gabriel's eyes began to glow yellow!

Peter lied in his bed pondering what to do. Could he really quit being Spider-Man? No, he couldn't. He di9d this not for fun, not for the thrill of being a hero. He had a greater reason. He was going to make this world a better place! His Father tried and failed. Peter wasn't going to fail! After losing his Uncle Ben he vowed to use these powers to make this city, this world a better place!

Not even MJ could keep Peter from his vow! Uncle Ben had lost his life because of Peters own selfishness! Peter has never forgotten that he could've stopped that criminal, he hasd never forgotten the price he paid! Now he had a motto: "If you could do something that benefitted people, then it was your responsibility to use this to help those in need! **With Great Power, Comes Great responsibility!**"

"I'm sorry MJ." Peter sighed reaching for the TV remote.

He turned on the TV and was met with the horrible image of the Ultimates being beaten by The Grey Goblin! Peter watched as the heroes were thrown from where they stood into a world of pain! The Goblin slapped Hawkeye into a moving bus! Cap tossed his shield and the Goblin caught it! He threw it back with twice as much speed and twice as much force! Cap landed on the ground unconscious! Thor struck the Goblin with lightning, but the Goblin only got angrier! He struck Thor with a car! Thor hit the ground as the Goblin beat him viscously with the car!

Peter couldn't believe it!

"Kid!" A voice called form the door way!

Peter turned his head to see Tony Stark at the door with a suitcase! He walked in.

"Kid, we need you!" Stark told him!

"But I already lost my mobility fighting that monster! How can I do anything with a broken back?" Peter replied.

"Parker! I don't know how you do what you do, but this city needs a hero! This city needs Spider-Man!"

Before Peter could reply Stark opened the suitcase. Peter looked in and was baffled!

Meanwhile…

Dr. Stacy was a monster! He had beaten the Ultimates! He was almost as strong as the Hulk.

"I am unbeatable! I am Indestructable! You cant take this away from me! I am the Grey Goblin!" He roared.

He was victourious until…

_Thwap_

A glob of webbing struck him in the eyes! He roared in anger!

"Oops I'm sorry! I was trying to web your mouth shut!" Spider Woman mocked as she swung into the Goblin!

But instead of hitting him she actually bounced off of him! She landed behind him! She recovered as the Goblin turned around. She met eyes with him.

"You're not Osborn!" She gasped.

The goblin roared and tried to smash her but she webbed onto a nearby building! He turned to her.

"Alright you fake Osborn, time to put you back in your cage!" Jessica shouted.

Then her Spoider sense blarred! A chunk of wall was hurled at her! She dodged it! The dodged another, and another! The fourth one she caught with her web and hurled it back at him!

"Back at you 'cutie'!" She shouted as it struck him!

He growled at her! His fist lit ablaze! He lobbed a fire ball at her! She jumped away but was still hit with the force of the explosion! It knocked her into the street! A car veered into the sidewalk just to avoid her!

"Damn, I thought I could dodge it!" She muttered.

The Goblin stood above her! He was about to finish her off !

A laser blast struck Gabriel in the back of his head!

"Hey ugly! Miss me?" A familliar voice growled.

The Goblin's eyes widened! It couldn't be! He turned to see:

"Iron Man?" Stacy asked.

The scarlet and golden figure hovering above him was iron but no man! The red suit covered the whole body as the golden gauntlets and golden anklets shined in the moonlight! Two angry eyes glared at him through the gleaming lenses. Three extentions grew from his back as he hovered down into the light. Once Gabriel saw the embedded symbol on the chest he knew he was in trouble! On the chest was an gold iron spider!

**Enter Iron Spider**

"Iron Man?" Stacy asked.

The scarlet and gold clad hero hovered down!

"Iron Spider!" He corrected!

Iron spider struck Stacy with a repulsor blast! Stacy was thrown back by the blast! As he recovered Parker grabbed Jessica and flew off with her! They landed on a nearby building!

"Peter!" She shouted as she hugged him!

"Ow, agh!" He screamed.

She backed up.

"You're still here?" He replied.

"Yes I'm still here! Did you see the size of that thing?" She shouted.

"No I mean… I thought you left New York." Peter replied.

"Oh. No I'm still in New York." Jessica answered.

Then she noticed the new costume!

"Who gave you that suit?" She asked.

"Iron Man! You see, I fought that thing before and he broke my spine, so this thing keeps my spine not broken." Peter explained.


End file.
